Competition Law, issued by Royal Decree No. M/75, dated 29/06/1440 H (corresponding to March 6, 2019), Published in Um Al Qura, issue No. 4772, dated March 29, 2019; in force as of Sept. 26, 2019.

Implementing Regulations of the Competition Law, issued by Resolution No. 337 of the Board of Directors of the General Authority for Competition, dated 25/1/1441 H (corresponding to Sept 25, 2019).

The General Authority for Competition (“GAC”).

No. 

Yes; the Merger Review Guidelines.

Full or partial transfer of assets, rights, stocks, shares, or obligations of one entity to another, or the amalgamation of two (2) or more managements into joint management where the “total annual sales value” for all entities combined exceeds two hundred million Saudi riyals (SAR 200,000,000).

Yes. 

Yes. There is no local effects test—any effect at all will render the transaction reportable.

See our responses to the previous sections 5-7 above.

The filing is mandatory.

No fewer than ninety days prior to the expected date of merger completion.

No. 

General information regarding the merging entities is entered in an online application. The application includes:

• general information on the nature of the transaction and identifying information of the parties thereto;
• incorporation documents, licenses, and financial statements of all parties;
• attested powers of attorney issued by all parties;
• relevant sectors and markets affected;
• potential impact of the merger on competition in general;
• key clientele;
• key competitors; and
• any other data, information, or documents requested by GAC.

Yes. Filing fees are capped at two hundred fifty thousand Saudi riyals (SAR 250,000).

• The application must be made at least ninety days prior to the merger, starting from the date the GAC notifies the applicant that the application is complete (the GAC reserves the right to request additional documentation following the notification).
• Fees must be paid after the GAC issues the completion notification.
• The GAC issuance of approval, conditional approval, or prohibition, approximately ninety days following submission.
• The GAC allows a procedure for rulings of “no jurisdiction,” thereby avoiding the full notice and related filing fee requirements.

Whether or not the GAC determines that the merger will unfairly affect competition to the detriment of consumers.

Approval, conditional approval, or prohibition.

Yes. 

Fines not exceeding 10% of the total annual sales turnover of the parties or not exceeding ten million Saudi riyals (SAR 10,000,000) if it is impossible to estimate the annual sales. Alternatively, the GAC also has the discretion to issue fines not exceeding three times the gains earned by the violator as a result of the violation.

See previous section above. 

Yes.

Not specified beyond the issuance of fines.

The GAC has been aggressively asserting its authority over all mergers with even di minimis effects on the Saudi market, but has recently raised the global sales threshold from one hundred million Saudi riyals (SAR 100,000,000) to two hundred million Saudi riyals (SAR 200,000,000) and decreased the maximum fines from four hundred thousand Saudi riyals (SAR 400,000) to two hundred fifty thousand Saudi riyals (SAR 250,000).

Unlike in other jurisdictions where the competition authority targets horizontal combinations in restraint of trade, the Saudi GAC also targets vertical combinations, which could negatively impact mergers that for example seek to combine suppliers with their distributors.